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YC's Series A Diligence Checklist
- heynk 9y agoIs there any kind of diligence for seed investments? I know there is the obvious YC application process, with an interview or two. After that, are there background checks? References? Anything like that? I know there isn't much to do diligence on with companies that are often just an idea.
- apsec112 9y agoJust one experience, but the CEO of a startup I used to work for faked his college degree and had previously been sued by the FTC. (We found out only after he blew up the company.) None of the investors we talked to noticed anything.
- tptacek 9y agoThe kind of diligence we're talking about here wouldn't catch that. We're talking about the nuts-and-bolts business documentation required for an investor to take a stake in your company, not founder background checks.
- jacquesm 9y agoA proper due diligence will definitely include founder background checks, as well as background checks for other key personnel or executives. For a seed round or small investment (<$2M or so) such things are usually not done.
- tptacek 9y agoClients routinely background checked us at Matasano; I know because every time it happened, I had to sign a release to allow it to happen (as did any other team member who was checked). When a public company acquired us, in a process very similar to this one that also involved a 6-figure legal review bill, I did not sign a background check release, or even a credit check. I would be surprised to learn that A round investors routinely do stricter checking than a public company doing a full acquisition.
- jacquesm 9y ago> When a public company acquired us, in a process very similar to this one that also involved a 6-figure legal review bill, I did not sign a background check release, or even a credit check. > I would be surprised to learn that A round investors routinely do stricter checking than a public company doing a full acquisition. That's easily explained: when doing an acquisition the company is the focus, not the executives. When doing an investment the team that you are effectively partnering with is a very important part of the deal. Post acquisition a player with a troublesome past that was not disclosed could be easily discarded especially since this would be considered a lack of disclosure, but in an investment scenario where that player (and/or their buddies) holds the majority of the stock that is not so easy.
- tptacek 9y agoIs this something new? I haven't managed or been a direct party to a funding round, but I've been a founder during one A round and key staff at another and never signed background checks for those. What kind of investor was this that required background checks? A public company that acquires a company managed by a felon might have to restate financials or write down part of an acquisition's value, which leaves me wondering about the supposed disparity.
- jacquesm 9y agoI've been in this for a decade, so no, it's not new, but it could very well be a European thing. Even so, I find it hard to believe US investors would cut 7 figure or higher checks without wanting to know who they're getting in bed with. > What kind of investor was this that required background checks? A fairly large portion of them, with an accent on financial services and health care related affairs as well as two sided marketplaces because of the potential for fraud and money laundering. > A public company that acquires a company managed by a felon might have to restate financials or write down part of an acquisition's value, which leaves me wondering about the supposed disparity. Well, whether or not they are a felon isn't as important as whether or not they are currently up to something that is not proper. And that's the first thing a DD tries to find out and a background check could help to flag potentially problematic cases. If I came across a financial services company run by someone who has already had a fraud charge stick that would definitely result in a mention to the investors and could very well result in a deal not going through.
- mbesto 9y agoNot really - full details on my take here: https://medium.com/startup-grind/technology-due-diligence-or-lack-thereof-fbeb46687bec https://medium.com/startup-grind/technology-due-diligence-or...
- matte_black 9y agoThere are little to no diligence checks for seed investments. There are plenty of people who have straight up lied about their history to get seed funding.
- siegel 9y agoIf it's a formal equity seed round, there is very likely to be diligence. The requests are often not that different than the Series A list in original post. But, generally speaking, a seed stage company has significantly less documentation to provide. So, most of the categories of diligence items end up being inapplicable. In a note/SAFE round, it is much less likely that there will be diligence.
- toomuchtodo 9y ago> If the Company has any foreign employees, separately list (by country) all benefits provided to foreign employees. How does this work for startups employing their foreign employers as independent contractors? Also, it might be helpful to mandate startups provide documentation how they're adhering to local labor regulations in countries outside of US jurisdiction (especially if you're a US company hiring in Europe; their local labor regulations differ substantially from US labor law). Also, under Material Agreements, I don't see anything called out for compliance with GDPR for startups expecting to or currently serving users in the EU. Does YC perform diligence in this regard considering the 4% of annual revenue penalty for those in violation of the GDPR? Very helpful resource, really appreciate YC sharing it.
- jasonkwon 9y agoFor foreign contractors the biggest questions are almost always going to be (1) are they developing any IP/tech, (2) if so, have they all signed contracts that ensure the company owns the IP they are producing and (3) how enforceable/valid are those contracts in the country they’re in. You can knock off a lot of that inquiry by making sure you have answered these questions yourself before hiring foreign contractors (or employees for that matter) and using a country specific contractor agreement where appropriate. Then it’s mostly a matter of sharing those materials and confirming that everyone signed them when you’re in the diligence phase. You’re right that labor laws are different depending on the country. For example - things like mandatory severance or mandatory “notice” periods before letting someone go. Equity grants can also be impacted (some countries effectively make it impossible or very difficult to enforce vesting). These things are usually surfaced in the process of disclosing against the representations you’re required to make in the fundraising docs. They’re less about diligence materials you share. Re: GDPR - excellent point. It’s something people look at depending on what the company is doing. The checklist asks for the company’s TOS and privacy policy which is one of the starting points. Usually what happens if it’s an issue is that there will be a call or email exchanges with questions. It’s a more case by case inquiry.
- toomuchtodo 9y agoThanks for taking the time to reply. I hope my questions did not come off as condescending; if so, it was not intended.
- sebleon 9y ago> The more sophisticated hires will realize this and you may then have to increase their compensation (in equity, cash or both) to make up the difference to avoid a morale issue. What about the less sophisticated hires? Employees are trusting founders not to screw them over. I'd expect this piece to advise either: a) educating less-sophisticated employees, or b) increasing compensation for all employees that didn't get their equity grants before the term sheet.
- throwaway2016a 9y agoThe part right above it is interesting too... > If you have any pending or promised equity grants you haven’t already taken care of before you start your Series A process, do that ASAP. Huh? Seriously? If someone promises me equity I expect that finalized within weeks. How many companies just have promised equity sitting around without the paperwork being done? Edit: Some super good points about board approval. Most of the company's I've worked at have the rules of the options pool voted on by the board but the grants can be given out without board approval (as long as they were the standard new hire grant and nothing unusual). But I can see how if something like that isn't in place it could take a while.
- johns 9y agoIt happens. Option grants require board approval or are sometimes waiting on new 409a valuations. It would be nice to turn them all around quickly but it’s not always feasible. The advice quoted is good advice.
- chillax2 9y agoAt a recent job, my option grant wasn't official until approved at the next quarterly board meeting. There was about 2 months delay (but it also didn't impact me as it wasn't between any "material events").
- icedchai 9y agoTons. This happens all the time. Equity grants take months. I was promised x%, at hire. By the time I got my equity grant, I was already diluted.
- mbesto 9y agoI try to tell companies this all of the time - keep your books/contracts in order and diligence is a breeze. If you're expecting a Series A, and you aren't a household name, the diligence process will slow your business down, so plan ahead at a pace that doesn't disrupt your business.
- StephenSmith 9y agoAlso, all software libraries used and the licenses those libraries use.
- torraarta 9y agoI try to tell companies this all of the time - keep your books/contracts in order and diligence is a breeze. If you're expecting a Series A, and you aren't a household name, the diligence process will slow your business down, so plan ahead at a pace that doesn't disrupt your business.
- foobaw 9y agoThis list may seem daunting to a lot of people, but as a "noob" startup founder, most of these become self-explanatory as you go along. Just make sure you keep a record of everything you do officially and get help in legal/accounting in any questionable aspects of your work. Don't wing anything. Don't be lazy, be super detail-oriented in everything and you'll be okay.
- tptacek 9y agoI've never participated in the DD for a series A but have been a party to the DD for an acquisition, and it looks daunting because it is daunting. During an acquisition, not only are you collecting this information (which, if you didn't spend a constant, tedious amount of energy over the life of your company to keep up with, is itself a monumental pain in the ass, for each each step might incur several weeks of lag), but legal then bills you to review each of them. It can cost hundreds of thousands of dollars.
- jacquesm 9y ago> It can cost hundreds of thousands of dollars. If you're lucky and the deal goes through you get to pay that out of the investment, if you're unlucky and the deal does not go through due to major surprises during the DD then you may end up not being able to raise at all and you'll still bear the costs, if the surprises are due to the company failing to properly disclose stuff early on that they could have reasonably been expected to know about then there is a fair chance they will end up being saddled with the costs of the counterparty.
- jacquesm 9y agoGreat list! I'm missing a chattel (I hope that's the right term in English) or asset list and in the IP section a list of licenses obtained as well as statements of non-retention by former employees and executives. Furthermore a statement of compliance with the various applicable laws (retention, privacy and so on) would be very useful, as well as the disclosure of the results of any audits the company has undergone.
- adventured 9y agoI have to second the local privacy aspect, and compliance with any applicable local laws around information handling. The word privacy doesn't show up once on that checklist. It should probably be a separate item under Material Agreements. As an issue, this is only going to get a lot more important. Particularly for US start-ups pushing into European markets. Investors are going to start universally requiring to see it broken out for each market that's important to the company.
- baybal2 9y agoThis is a really long list. How much of this is needed due to US securities law and how much to say "hey, you are really doing this on your own volition, all of our cards are on the desk?" So much for a private sale of shares. In Pakistan, a proper listing agent can put your company on the stock exchange in under 2 month with most of this time just waiting for permits to arrive through snail mail.
- jacquesm 9y agoThis list is absolutely tiny, think of it as a starting point rather than an exhaustive list of what a typical data room looks like for a mid-sized merger, acquisition or investment. Pakistan is not exactly known as a hotbed for serious start-up activity, clearly the list is US centric.
- baybal2 9y ago>think of it as a starting point rather than an exhaustive list of what a typical data room looks like for a mid-sized merger, acquisition or investment. And that is stunning by itself. This is a reason to think one more time about US business culture. Especially for people repeatedly poking developing countries for dysfunctional bureaucracy. >Pakistan is not exactly known as a hotbed for serious start-up activity, clearly the list is US centric. Hmm. You should put this view to doubt. As a former British colony, Pakistan used to have a lot of stock exchanges even in relatively small cities. Most companies being listed there were small and medium businesses while "reel-old-money" big business groups were kept private. A typical listing just few years ago could've been from an entrepreneur who opened a concrete factory, or a trucker cooperative opening an industrial commodities company all popping no more than 10 to 20m USD a year. In US, the size of stock market just few years ago was tiny in comparison to the titanic debt market. The ratio of stock to debt market size does look much favourably to me in the "not-a-hotbed-for-serious-startups" Pakistan than in the US
- jacquesm 9y ago> This is a reason to think one more time about US business culture. I am not in the US but in Europe and it is much the same here. > A typical listing just few years ago could've been from an entrepreneur who opened a concrete factory, or a trucker cooperative opening an industrial commodities company all popping no more than 10 to 20m USD a year. Those are not the kind of companies this is aimed at, a series A as referenced in the article is typically seen as the first serious investment post validation of a concept. The stock market has very little to do with any of this, most of these companies are - and will remain - privately held, it's a rare exception that one of them will make it to IPO.
- walru 9y agoThis is slightly off topic, but is there anywhere to see a full swath of YC's incubators and their level of (current) success?
- tptacek 9y ago* Any agreements, understanding, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound which involve obligations of, or payments to, the Company in excess of $25,000. * Any licenses or agreements of any kind with respect to the Company’s or others’ patent, copyright, trade secret or other proprietary rights, proprietary information or technology, including employee confidentiality and proprietary information agreements. * Any standard forms of agreements used by the Company. * Any confidentiality and nondisclosure agreements. * Any consulting contracts. Consultants: this is one reason why it's often easier to get in the habit of working off your client's paper than trying to get them to accept your own. A lot of startups might not care, and will accept your MSA. But for some of them, accepting a new MSA creates a huge amount of hassle down the road.
- deleted 9y ago[deleted]
- fab1an 9y agoGreat move to make this transparent to founders, even at an early stage. I'd argue it even makes sense for founders to file their entire paperwork in a folder structure that reflects this set up from the get go. What looks like an unnecessary distraction in the early days will save you time and headache later down the line. You have to file your documents either way, so why not make sure they are already in a format that's ready for due diligence - once an investor or acquirer comes knocking, you basically have most of your data room ready.
- speedplane 9y agoEven if a founder does not have all these documents put together, having a simple checklist like this to know what they're missing is pretty valuable.